Sec Form 4 Filing - CLAYPOOL WILLIAM D MD @ VIROPHARMA INC - 2014-01-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CLAYPOOL WILLIAM D MD 2. Issuer Name and Ticker or Trading Symbol VIROPHARMA INC [ VPHM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 730 STOCKTON DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2014 (Street) EXTON, PA19341 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/24/2014 U 49,000 D $ 50 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-qualified Stock Option (Right to Buy) $ 20.15 01/24/2014 D 10,000 02/20/2007( 1 ) 02/19/2016 Common Stock 10,000 ( 2 ) 0 D Non-qualified Stock Option (Right to Buy) $ 17.76 01/24/2014 D 10,000 02/26/2008( 1 ) 02/25/2017 Common Stock 10,000 ( 2 ) 0 D Non-qualified Stock Option (Right to Buy) $ 31.74 01/24/2014 D 15,000 02/24/2013( 1 ) 02/24/2022 Common Stock 15,000 ( 2 ) 0 D Stock Option (Right to Buy) $ 17.3 01/24/2014 D 15,000 02/21/2012( 1 ) 02/21/2021 Common Stock 15,000 ( 2 ) 0 D Stock Option (Right to Buy) $ 25.25 01/24/2014 D 15,000 02/22/2014( 1 ) 02/22/2023 Common Stock 15,000 ( 2 ) 0 D Restricted Stock Units ( 3 ) 01/24/2014 D 4,500 ( 4 ) ( 4 ) Common Stock 4,500 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CLAYPOOL WILLIAM D MD 730 STOCKTON DRIVE EXTON, PA19341 X Signatures /s/ J. Peter Wolf, attorney-in-fact 01/28/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options vest in full one year from date of grant. ( 2 )This derivative security, regardless of whether otherwise previously vested, was canceled in connection with the merger of ViroPharma Incorporated with and into Shire Pharmaceutical Holdings Ireland Limited, effective as of January 24, 2014 in exchange for a cash payment representing, in the case of stock options, the difference between the per-share exercise price of the stock option and $50, and in the case of restricted stock units, $50 per share. ( 3 )Each restricted stock unit represents a contingent right to receive one share of VPHM common stock. ( 4 )The restricted stock unit vests in full one year from the date of grant. Vested shares will be delivered to the reporting person upon vesting.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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